Guangdong Highsun Group Co.Ltd(000861) announcement (2022)
Guangdong Highsun Group Co.Ltd(000861)
Matters related to the 10th interim meeting of the 10th board of directors
Opinions of independent directors
As an independent director of Guangdong Highsun Group Co.Ltd(000861) (hereinafter referred to as “the company”), in accordance with the relevant provisions of the standards for the governance of listed companies, the rules for independent directors of listed companies, the rules for the listing of shares of Shenzhen Stock Exchange and the articles of association of the company issued by the CSRC, he expressed independent opinions on the relevant bills considered at the 10th interim meeting of the 10th board of directors of the company as follows:
1、 Proposal on the transfer of 100% equity of Zhaoqing guangheng Lighting Co., Ltd. by a wholly-owned subsidiary
The asset appraisal of Guangzhou anchengxin real estate land asset appraisal and planning surveying and mapping Co., Ltd. selected for this transaction is approved by both parties through negotiation, and its selection procedures comply with relevant regulations. In addition to the business relationship, the appraisal institution has no other related relationship with the company, the counterparty and the parties involved, and there is no realistic and expected interest or conflict, so it is independent. The assumptions and premises of the appraisal report are implemented in accordance with relevant national laws and regulations, follow the common practices or guidelines of the market, and conform to the actual situation of the appraisal object. The assumptions and premises of the appraisal report are reasonable. The scope of assets actually appraised by the appraisal institution is consistent with the scope of assets entrusted for appraisal. In the process of evaluation, the evaluation institutions have selected the evaluation methods related to the evaluation purpose and the status of the evaluated assets, implemented the corresponding evaluation procedures, and followed the principles of independence, objectivity, scientificity
Guangdong Highsun Group Co.Ltd(000861) announcement (2022)
Based on the principles of fairness, the evaluation method that is compliant and in line with the actual situation of the subject asset is used, the selected reference data and data sources are reliable, and the asset evaluation value is fair. The appraisal results objectively reflect the internal value of Zhaoqing guangheng Lighting Co., Ltd. This transaction is based on the assessed value, the transaction price is fair, and there is no behavior damaging the interests of listed companies and minority shareholders. We agree to this equity sale.
2、 Proposal on real estate and related party transactions of controlling shareholders of leasing companies
For the leasing related party transactions between the company and Haiyin group, the transaction price follows the principles of openness, fairness and impartiality. When voting on the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The trading and decision-making procedures comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, comply with the interests of the listed company and all shareholders, and do not damage the interests of the company and other shareholders, especially small and medium-sized shareholders and non associated shareholders. We agree to this connected transaction. Independent directors: Liu Heng, Chen Ying, Yang Dongrui
January 26, 2002
